Buyer’s Obligations. At Closing, Buyer shall deliver or cause to be delivered to Seller the following:
Buyer’s Obligations. 7.1 Buyer shall ensure that the terms of the Order and any information it provides in relation to the Goods or Services are complete and accurate.
7.2 Buyer will, and will procure that its Representatives will, only use or apply the Goods for the purposes and in the manner expressly set out in Seller’s written instructions (including e-mail instructions) (if any) supplied to Buyer in relation to the Goods (including any applicable Material Safety Data Sheets (“SDS”) or labelling information). .
7.3 Buyer acknowledges that it is familiar with the Goods and has been adequately warned by Seller of the risks associated with handling, transporting, using, storing and disposing of the Goods, including those set out in the SDS and packaging. Buyer further accepts its independent knowledge of such risks which are acknowledged and understood in Buyer’s industry and assumes all risks and responsibility for the handling or use of the Goods in any way and in combination with other substances.
7.4 Buyer shall not resell the Goods as they are in different packaging. If Buyer further processes or incorporates the Goods into another material or resells, exchanges and/or transfers the Goods to another jurisdiction, Buyer shall develop its own branded SDS and certificates of analysis consistent with the regulatory requirements of the jurisdiction(s) in which Buyer markers the final Goods.
7.5 In relation to Services, Buyer shall provide Seller and its Representatives, with access to Buyer's premises, as reasonably required by Seller to provide the Services; and Buyer shall prepare those premises and obtain and maintain at its own costs all necessary licences and consents which may be required for the Services.
Buyer’s Obligations. Buyer shall execute and deliver to Seller: (i) Convertible Preferred Shares in paragraph 1.02 of this Agreement in a form acceptable to Seller.
ARTICLE 8 - Costs
Buyer’s Obligations. Except as to those matters described on Schedule 5.14, and provided Closing occurs, Buyer assumes full responsibility and liability for the following plugging and abandonment obligations related to the Assets (the “Plugging and Abandonment Obligations”), regardless of whether they are attributable to the ownership or operation of the Assets before or after the Effective Time:
(i) The necessary and proper plugging, replugging, and abandonment of all Xxxxx on the Assets, whether plugged and abandoned before or after the Effective Time in compliance with applicable Laws and the terms of the Leases;
(ii) The necessary and proper decommissioning, removal, abandonment, and disposal of all structures, pipelines, facilities, equipment, abandoned Assets, junk, and other personal property located on or comprising any part of the Assets in compliance with applicable Laws and the terms of the Leases;
(iii) The necessary and proper capping and burying of all associated flow lines located on or comprising any part of the Assets, to the extent required by applicable Laws, the Leases, the Contracts, or other agreements;
(iv) The necessary and proper restoration of the Assets, both surface and subsurface, in compliance with any applicable Laws, the Leases, the Surface Agreements, the Contracts, or any other applicable agreements;
(v) To the extent not addressed by operation of ARTICLE 4, any necessary clean-up or disposal of any part of the Assets contaminated by NORM, asbestos containing materials, lead based paint, or any other substances or materials considered to be hazardous under Laws, including Environmental Laws, and Laws relating to the protection of natural resources;
(vi) All obligations arising from contractual requirements and demands made by Governmental Authorities or parties claiming a vested interest in any part of the Assets; and
(vii) Obtaining and maintaining all bonds and securities, including supplemental or additional bonds or other securities, that may be required by contract or by Governmental Authorities.
Buyer’s Obligations. Buyer's obligation to close the Transaction is conditioned on all of the following, any or all of which may be expressly waived by Buyer in writing, at its sole option:
Buyer’s Obligations. 12.1. Buyer is solely responsible for the implementation and maintenance of a comprehensive security program (“Security Program”) that contains reasonable and appropriate security measures and safeguards to protect its computer network, systems, machines, and data (collectively, “Systems”), including those Systems on which it runs the Products or which it uses with the Services, against Cyber Threats. “Cyber Threat” means any circumstance or event with the potential to adversely impact, compromise, damage, or disrupt Buyer’s Systems or that may result in any unauthorized access, acquisition, loss, misuse, destruction, disclosure, and/or modification of Buyer’s Systems, including any data, including through malware, hacking, or similar attacks.
Buyer’s Obligations. 8.1. The Buyer shall provide the Seller with any information reasonably required by the Seller as well as obtain all necessary permissions and consents including (without prejudice to the generality of the foregoing) promptly obtaining all necessary import licences, clearances and other consents necessary for the purchase of the Goods.
8.2. Without prejudice to any other rights to which the Seller may be entitled, in the event that the Buyer unlawfully terminates or cancels the Agreement, the Buyer shall be required to pay to the Seller, as agreed damages and not as a penalty, the full amount of any third party costs to which the Seller has committed and in respect of cancellations on less than 14 days' written notice the full price of the Goods as set out in the Agreement, and the Buyer agrees this is a genuine pre-estimate of the Seller's losses in such a case.
Buyer’s Obligations. Prior to the CP Satisfaction Date, Buyer shall (i) use commercially reasonable efforts to pursue satisfaction of the Conditions Precedent set forth in Sections 2.3(a), and (ii) otherwise comply with its obligations, covenants, representations, and warranties under Articles 7-13. Upon an Event of Default of Buyer prior to the CPUC Approval Date, Seller may terminate this Agreement in which case Buyer shall owe Seller liquidated damages in the amount of the CPUC Approval Security. Upon an Event of Default of Buyer on or after the CPUC Approval Date but prior to the CP Satisfaction Date, Seller may terminate this Agreement in which case Buyer shall owe Seller liquidated damages in the amount of the Development Period Security. Each Party agrees and acknowledges that (a) the actual damages that Seller would incur due to an Event of Default of Buyer prior to the CP Satisfaction Date would be difficult or impossible to predict with certainty, (b) the liquidated damages set forth in this section are a reasonable and appropriate approximation of such damages, and (c) the liquidated damages set forth in this section are the exclusive remedy for an Event of Default of Buyer prior to the CP Satisfaction Date.
Buyer’s Obligations. Buyer shall have timely performed all of the obligations required by the terms of this Agreement to be performed by Buyer.
Buyer’s Obligations. (i) Until all Assigned Approvals have been transferred into the name of Buyer and Buyer has obtained all of its own Approvals necessary to own and operate the Radiopharmacy Business and Purchased Assets, as applicable, Buyer covenants to operate the Radiopharmacy Business in a manner (including with respect to personnel, equipment, facilities, processes, products, ingredients, manufacturing processes, manufacturing controls, tests or labels used in the operation of the Radiopharmacy Business) that does not, and reasonably would not, adversely affect its ability to have transferred into its name, or obtain for itself, any such Approvals.
(ii) Buyer will obtain, promptly on or after the Closing Date, all Approvals required by the Governmental Authorities to enable Buyer to conduct the Radiopharmacy Business and hold the Purchased Assets independently from Seller.
(iii) Subject to Seller’s obligations under Section 6.2(b), until such time as all Assigned Approvals have been transferred to Buyer, Buyer will be responsible for maintaining the Assigned Approvals (including payment of any fees) as if such Assigned Approvals have been transferred to Buyer on the Closing Date.
(iv) For the avoidance of doubt, following the date on which all of the Assigned Approvals are transferred, Buyer will be solely responsible for (i) determining the regulatory plans and strategies for the Radiopharmacy Business and the Purchased Assets, (ii) (either itself, through its Affiliates or through its authorized designee) seeking all consents, notices or approvals of, and making all filings or registrations with any Governmental Authority or any other Person not a party to this Agreement that are necessary in connection with the continuation of the Radiopharmacy Business and (iii) maintaining all of the Assigned Approvals.
